Securities Registration: Employee Benefit Plan (s-8)
March 10 2017 - 5:17PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 10, 2017
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Teekay
Offshore Partners L.P.
(Exact name of Registrant as specified in its charter)
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Republic of the Marshall Islands
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98-051255
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4th Floor, Belvedere Building,
69 Pitts Bay Road,
Hamilton HM 08, Bermuda
Telephone: (441) 298-2530
Fax: (441) 292-3931
(Address of principal executive offices, including zip code)
TEEKAY OFFSHORE PARTNERS L.P.
2006 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Watson Farley & Williams LLP
Attention: Daniel C. Rodgers
250 West 55th Street
New
York, New York 10019
(212) 922-2200
(Name, address and telephone number, including area code, of agent for service)
Copies to:
David
Matheson
Perkins Coie LLP
1120 N.W. Couch Street, 10
th
Floor
Portland, Oregon 97209-4128
(503) 727-2000
CALCULATION OF REGISTRATION FEE
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Title of Securities
to Be Registered
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Amount
to Be
Registered (1)
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Proposed
Maximum
Offering
Price
Per Unit (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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Common Units, under the Teekay Offshore Partners L.P. 2006
Long-Term Incentive Plan, as amended
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3,000,000
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$5.09
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$15,270,000
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$1,769.79
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(1)
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Includes an indeterminate number of additional units that may be necessary to adjust the number of units reserved for issuance pursuant to the plan as the result of any future distribution, recapitalization, split,
reverse split, reorganization or similar adjustment of the Registrants outstanding Common Units.
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(2)
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Estimated as of March 8, 2017 solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act of 1933, as amended (the Securities Act). The
proposed maximum offering price per unit is estimated to be $5.09, based on the average of the high sales price ($5.22) and the low sales price ($4.96) for the Registrants Common Units as reported by the New York Stock Exchange on
March 8, 2017.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission (the Commission) are hereby incorporated by reference in
this Registration Statement:
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(a)
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The Registrants Annual Report on Form 20-F for the year ended December 31, 2015, filed on April 18, 2016, which contains audited financial statements of the Registrant;
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(b)
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Reports on Form 6-K dated May 24, August 15 and November 16, 2016;
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(c)
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The description of the Registrants Common Units contained in the Registration Statement on Form 8-A/A filed on July 29, 2016, under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), including any amendments or reports filed for the purpose of updating such description; and
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(d)
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All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the period covered by the Annual Report on Form 20-F referenced above.
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All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment which indicates that the securities offered hereby have been sold or which deregisters the securities covered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed.
Item 4. DESCRIPTION OF
SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
Item 6. INDEMNIFICATION OF
DIRECTORS AND OFFICERS
Under our Fifth Amended and Restated Agreement of Limited Partnership, in most circumstances, we must indemnify
the following persons, to the fullest extent permitted by law, from and against all liabilities, costs, expenses, losses, claims, damages or similar events:
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(2)
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any departing general partner;
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(3)
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any person who is or was an affiliate of our general partner or any departing general partner;
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(4)
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any person who is or was a member, partner, director, officer, fiduciary or trustee of any person described in (1), (2) or (3) above;
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(5)
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any person who is or was serving as a director, officer, member, partner, fiduciary or trustee of another person at the request of our general partner or any departing general partner; or
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(6)
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any person designated by our general partner.
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Any indemnification under these provisions will
only be out of our assets. Unless it otherwise agrees, the general partner will not be personally liable for, or have any obligation to contribute or lend funds or assets to us to enable us to effectuate, indemnification. We may purchase insurance,
on behalf of the general partner, its affiliates and such other persons as the general partner shall determine, against liabilities asserted against and expenses incurred by such persons in connection with our activities, regardless of whether we
would have the power to indemnify the person against liabilities under the partnership agreement.
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We are authorized to purchase (or to reimburse our general partner for the costs of) insurance
against liabilities asserted against and expenses incurred by our general partner, its affiliates and such other persons as the general partner may determine and described in the paragraph above, whether or not it would have the power to indemnify
such person against such liabilities under the provisions described in the paragraphs above. The general partner has purchased insurance covering its officers and directors against liabilities asserted and expenses incurred in connection with their
activities as officers and directors of the general partner or any of its direct or indirect subsidiaries.
Item 7. EXEMPTION FROM REGISTRATION
CLAIMED
Not applicable.
Item 8. EXHIBITS
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Exhibit
Number
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Description
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5.1
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Opinion of Watson Farley and Williams LLP regarding legality of the Common Units being registered
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23.1
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Consent of KPMG LLP (Independent Registered Public Accounting Firm)
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23.2
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Consent of Watson Farley and Williams LLP (included in opinion filed as Exhibit 5.1)
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24.1
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Power of Attorney (see signature page)
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99.1
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Teekay Offshore Partners L.P. 2006 Long-Term Incentive Plan, as amended
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Item 9. UNDERTAKINGS
a. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided
,
however
, that paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
b. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefits plans annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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c. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on
Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton, Bermuda, on
the 10th day of March, 2017.
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TEEKAY OFFSHORE PARTNERS L.P.
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By:
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Teekay Offshore GP L.L.C.,
its General
Partner
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/s/ Edith Robinson
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By:
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Edith Robinson, Secretary
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POWER OF ATTORNEY
Each person whose signature appears below authorizes Edith Robinson as attorney-in-fact with full power of substitution, to execute in the
name and on the behalf of each person, individually and in each capacity stated below, and to file, any and all amendments to this Registration Statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities indicated below on the 7th day of March, 2017.
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Signature
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Title
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/s/ Ingvild
Sæther
Ingvild Sæther
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Chief Executive Officer of Teekay Offshore Group Ltd.
(Principal Executive Officer)
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/s/ David Wong
David Wong
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Chief Financial Officer of Teekay Offshore Group Ltd.
(Principal Financial and Accounting Officer)
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/s/ C. Sean Day
C. Sean Day
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Chairman and Director
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/s/ Kenneth Hvid
Kenneth Hvid
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Director
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/s/ David L. Lemmon
David L. Lemmon
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Director
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/s/ Carl Mikael L.L. von Mentzer
Carl Mikael L.L. von Mentzer
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Director
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/s/ John J. Peacock
John J. Peacock
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Director
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Teekay
Offshore Partners, L.P., has signed this Registration Statement or amendment thereto in Newark, Delaware on March 10, 2017
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PUGLISI & ASSOCIATES
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By:
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/s/ Donald J. Puglisi
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Name: Donald J. Puglisi
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Title: Managing Director
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INDEX TO EXHIBITS
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Exhibit
Number
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Description
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5.1
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Opinion of Watson Farley and Williams LLP regarding legality of the Common Units being registered
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23.1
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Consent of KPMG LLP (Independent Registered Public Accounting Firm)
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23.2
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Consent of Watson Farley and Williams LLP (included in opinion filed as Exhibit 5.1)
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24.1
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Power of Attorney (see signature page)
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99.1
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Teekay Offshore Partners L.P. 2006 Long-Term Incentive Plan, as amended
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